REG - Halo Minerals PLC - Audited Results
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RNS Number : 9094G Halo Minerals PLC 04 June 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK MARKET ABUSE REGULATION
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
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4 June 2026
Halo Minerals PLC
("Halo Minerals", the "Company" and, together with its subsidiaries, the
"Group")
Audited Results for the Year Ended 31 December 2025
Halo Minerals PLC (AIM: HALO), the copper development company focused on
extracting critical minerals from legacy mining waste, announces the Company's
audited results for the year ended 31 December 2025.
Summary
· Completed the transformational acquisition of 100% of Copper Bay
Limited, owner of the Playa Verde copper tailings project in the Atacama
region of Chile ("Playa Verde" or the "Project")
o Playa Verde is a technically de-risked, advanced asset with a completed
Preliminary Feasibility Study, a Definitive Feasibility Study and a JORC
(2012) Mineral Resource Estimate of 53Mt at 0.24% Cu containing approximately
126,000 tonnes of copper which includes Ore Reserves of 32.2 Mt at 0.25% Cu
· Environmental Impact Assessment unanimously approved by the Chilean
Ministerial Committee in October 2025
· The Company can now advance the Project towards an optimised DFS /
Bankable Feasibility Study ("BFS") and, subject to financing, a Final
Investment Decision ("FID")
· Appointed Mr Erick Pegot-Ogier as Chief Operating Officer and
Director of the Company
· Completed a £0.94 million pre-IPO fundraise, initiated a 1,000:1
share consolidation (completed on 6 January 2026) and converted outstanding
loan notes, leaving the Company debt free
Post Balance Sheet Events
· Successfully completed IPO and AIM admission on 30 March 2026,
raising £4 million
· Appointed Mr Daniel Bloor and Mr David Minchin as independent
non-executive directors
· Updated CPR confirming declared total Mineral Resources of 53.44
million tonnes with an average grade of 0.24% Cu and declared Ore Reserves of
32.2 million tonnes with an average grade of 0.25% Cu
· CPR led to an NPV10 of US$154.1 million and an IRR of 50.9% (after
tax) based on Ore Reserves only using US$5.30 per pound of Cu and US$4,300 per
oz of Au
· Appointed MSTECK SpA, together with a team led by Ms. María Carolina
Parodi Dávila, to conduct a bio-accessibility and human health risk
assessment study
· Appointed an energy & infrastructure consultant to review,
optimise and delineate power requirements and access
· Appointed BIOS Mining & Infrastructure to review and optimise the
mineral processing plant flow sheet and assist in securing ancillary permits
· Filing of Maritime Concession Application which Halo estimates to
have approximately 100 million tonnes of copper-bearing tailings
Outlook
· Focus on optimising the DFS, securing ancillary permits and
progressing towards Final Investment Decision
· Secure rights to maritime concession
· Publish first ESG baseline report and publish local hiring plan
· Utilise the Company's expertise to build a portfolio of similar
surface, metal-rich legacy mine waste assets to diversify from single-asset
status
· Accelerate the Project towards production
Andrew Dennan, Chief Executive Officer, commented:
"2025 was a hugely significant and successful year for the Company, marked by
the transformational acquisition of the Playa Verde copper tailings project
and subsequent admission to trading on AIM in March 2026.
"These milestones provide a strong foundation for the Company as we move into
our next phase of growth with a clear strategy: advancing Playa Verde towards
production whilst utilising the Company's expertise to build a portfolio of
similar surface, metal-rich legacy mine waste assets.
"We believe tailings projects offer lower geological and operational risk and
capital intensity than primary mines, while still providing exposure to US
dollar-denominated cash flows and play a key role in assisting the world in
accessing the critical minerals it needs. Playa Verde has all these
attributes and is a highly attractive project, as demonstrated by the CPR, in
an environment where copper prices have continued to be strong and are
expected to rise further due to long term supply constraints and increasing
demand - driven by electrification, AI infrastructure, grid upgrades and EV
adoption.
"I would like to thank our shareholders, partners and local communities for
their continued support, and I look forward to updating the market further as
we progress towards production."
For further information please visit the Company's website:
https://halominerals.co.uk/ (https://halominerals.co.uk/)
Investor presentation
The Company will host a presentation for all existing and potential
shareholders via the Investor Meet Company platform at 1100am BST on 11 June
2026. Investors can submit questions pre-event via their Investor Meet
Company dashboard up until 0900am on 10 June 2026 or at any time during the
live presentation. Investors can sign up to Investor Meet Company and add to
meet Halo Minerals via:
https://www.investormeetcompany.com/halo-minerals-plc/register-investor
(https://www.investormeetcompany.com/halo-minerals-plc/register-investor)
Investors who already follow the Company on the IMC platform will
automatically be invited.
Enquiries:
Halo Minerals PLC Via Tavistock below
Andrew Dennan, Chief Executive Officer
Frank Jackson, Chief Financial Officer
Information@HaloMinerals.co.uk
www.halominerals.co.uk
Cairn Financial Advisers LLP (NOMAD) +44 20 7213 0880
Liam Murray
Ludovico Lazzaretti
James Western
Global Investment Strategy (Broker) +44 20 7048 9045
Christopher Kipling
Tavistock (Public Relations) +44 20 7920 3150
Nick Elwes
Gareth Tredway
Jack Seward
Forward Looking Statements
This announcement contains forward-looking statements relating to expected or
anticipated future events and anticipated results that are forward-looking in
nature and, as a result, are subject to certain risks and uncertainties, such
as general economic, market and business conditions, competition for qualified
staff, the regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political jurisdiction,
uncertainties regarding the results of exploration, uncertainties regarding
the timing and granting of prospecting rights, uncertainties regarding the
Company's ability to execute and implement future plans, and the occurrence of
unexpected events. Actual results achieved may vary from the information
provided herein as a result of numerous known and unknown risks and
uncertainties and other factors.
Notes to Editors
Halo Minerals PLC is the 100% owner of the Playa Verde project, an advanced
copper tailings project focused on reprocessing metal rich historic tailings
which have accumulated onto a beach located in the Atacama region of Chile.
The project is a technically de-risked and in October 2025 received unanimous
approval for its EIA from the Chilean Government's Ministerial Committee.
Playa Verde has a JORC compliant resource of 53.4 Mt @ 0.24% Cu, which
includes reserves of 32.2 Mt @ 0.25% Cu, and is updating its DFS for dredging
and retreatment initially targeting the reserves of ore located on the beach
followed by up to a further 21 Mt of ore contained in the western berm and
shoreline area. The project is well placed with significant upside in securing
the rights to process up to a further 100 Mt of potential offshore resource
which originated from the same historical mining operations as the onshore
resource.
Halo Minerals plans to advance the Playa Verde project on an accelerated
timeline to production with funds raised expected to take the project to a
final investment decision. Financial analysis estimates operating costs of
only $2.19 per pound of copper produced, with the processing of the reserves
having an NPV10 of US$ 154.1 million and an IRR of 50.9% after tax from a 7
year life of mine to produce the 32.2 Mt of reserves (based on static
commodity price assumptions of $5.30/lb Cu and $4,300/oz Au).
The Company's philosophy is "Mining with a difference" working with the
community to detoxify the region, returning the re-treated beach back to the
local community whilst economically producing key strategic and battery metals
to the benefit of all stakeholders.
Chief Executive Officer's Statement
I am pleased to present the annual report for Halo Minerals PLC ("Halo", "the
Company") for the twelve months ended 31 December 2025. Following shareholder
approval on 6 January 2026, the Company changed its name from Guardian Metals
PLC to Halo Minerals PLC.
Transformational Acquisition
The period was transformational. We completed the acquisition of 100% of
Copper Bay Limited, a UK holding company that owns two Chilean subsidiaries
holding the Playa Verde copper tailings project ("Playa Verde" or the
"Project") in the Atacama region.
Playa Verde is a technically de-risked, advanced asset. It benefits from
already having completed Preliminary Feasibility Study and Definitive
Feasibility Study ("DFS"), and a JORC (2012) Mineral Resource Estimate of 53Mt
at 0.24% Cu containing approximately 126,000 tonnes of copper. Within this,
32Mt at 0.25% Cu are classified as Ore Reserves.
Total consideration for the acquisition is $7.5 million, payable in two equal
instalments of $3.75 million upon reaching 7,500 tonnes and 15,000 tonnes of
copper or copper-equivalent production.
Permitting & Development Pathway
In October 2025, we received written confirmation that the Chilean Ministerial
Committee had unanimously approved the Project's Environmental Impact
Assessment. This was a pivotal milestone.
The Board can now advance the Project towards an optimised DFS / Bankable
Feasibility Study ("BFS") and, subject to financing, a Final Investment
Decision ("FID").
Playa Verde is designed as a 5Mtpa ore processing operation using a wheeled
electric suction dredge feeding a modern SX/EW and flotation plant. Annual
output is targeted at 8,640 tonnes of payable copper: approximately 85% as LME
Grade-A copper cathode and 15% as concentrate, grading 20% Cu with a 5.5g/t
gold credit.
Upside Potential
Beyond the 53Mt JORC Resource on the beach, the licence area contains
potential for an additional ∼100+Mt of material underwater in the bay. We
are actively assessing how to secure rights to this offshore resource and
began the Maritime Concession application process post-period under review. If
successful, it would materially extend the life of the planned processing
facilities.
Strategy & Growth
Our strategy is twofold:
1. Advance Playa Verde through to optimised DFS/BFS and ancillary
permitting, secure the finance needed to develop the Project and complete the
construction of the plant to begin processing operations; and
2. Build a portfolio of similar surface, metal-rich legacy mine waste
assets to diversify from single-asset risk.
Chile offers a substantial pipeline of such opportunities, given its 100+ year
mining history and many tailing deposits created using less efficient historic
recovery methods over the decades. Other countries in the region are also of
interest as well as a possible regional entry into EU jurisdictions.
ESG
Halo's strategy is to ensure the sustainable extraction of our resources. ESG
principles are embedded in our business model. Reprocessing legacy waste
reduces environmental liability, remediates and/or de-toxifies historic sites,
and recovers metals without new primary disturbance.
The Project, whilst containing significant quantities of copper, also contains
considerable other poisonous elements from the historic mining processes that
were used in Chile. The heart of our strategy is to "detoxify" the beach and
region with a view to returning it to the community clean so that it can be
used again for recreation and in time fishing. In doing so, we will set a
benchmark for responsible metal production and contribute to the global energy
transition through the production of copper.
The team continues to work closely with the local communities to ensure that
this is a key aspect of everything we undertake during the planning and mining
process.
Corporate & Financing
During the year, the Board has continued to strengthen its corporate
governance framework in line with the Company's transition to an AIM-listed
business. The Board comprises a complementary mix of executive and
non-executive directors, bringing together expertise in public company
leadership, financial management, capital markets, and technical project
evaluation. Andrew Dennan, Chief Executive Officer, contributes extensive
experience in listed company strategy, fundraising, and corporate development,
while Frank Jackson, Chief Financial Officer, brings significant financial,
commercial and international leadership experience. These capabilities are
complemented by the operational expertise of Erick Pegot-Ogier and, following
the appointment of independent non-executive directors Daniel Bloor and David
Minchin in January 2026 ahead of the Company's AIM admission in March 2026,
enhanced technical, geological and project evaluation expertise at Board
level.
The Board undertakes periodic reviews of its composition and effectiveness,
including an assessment of the collective skills and experience required to
support the Company's strategy, and seeks to address any identified gaps
through appointments or engagement of external advisers. Directors are
expected to devote sufficient time to the Company's affairs, and their
external commitments are monitored to ensure these do not conflict with their
responsibilities. The Board met on a regular basis throughout the period, with
strong engagement from all directors. Non-executive directors, including
Daniel Bloor and David Minchin, are remunerated on a fixed fee basis and do
not participate in performance-related incentive arrangements. The Company is
committed to maintaining a high standard of Board capability, and all
directors are supported in keeping their knowledge up to date through access
to professional development resources, regulatory updates and industry
briefings, ensuring the Board remains effective in overseeing the Company's
growth and governance obligations.
Post Balance sheet events
Post period under review, the Company completed its IPO and AIM admission on
30 March 2026, raising £4 million. This was a hugely significant event for
the Company. Halo now has a clean capital structure and the resources to
accelerate the Playa Verde Project towards a position where FID can be taken,
whilst also pursuing new opportunities.
The Company also appointed Mr Daniel Bloor and Mr David Minchin as independent
non-executive directors. Both David and Daniel are qualified geologists with a
deep understanding of industrial projects and metals processing operations,
and will provide valuable insight as the Company executes its business
strategy.
As part of the AIM admission process the Company commissioned EMI-Ingenieros y
Consultores S.A. to update its Competent Person Report ("CPR") for the
Project. The CPR published in February 2026 showed a Substantial JORC Code
(2012) Mineral Resource base with declared total Mineral Resources of 53.44
million tonnes with an average grade of 0.24% Cu and in-situ fine copper
content of 125,820 tonnes. This includes the Ore Reserves and 6.84 million
tonnes of Measured and Indicated Mineral Resources plus 14.4 million Inferred
Mineral Resources. Declared Ore Reserves were 32.2 million tonnes with an
average grade of 0.25% Cu, with an in-situ fine copper content of 79,359
tonnes. This comprises 10.4 million tonnes of Proved Ore Reserves with an
average grade of 0.26% Cu and 21.8 million tonnes of Probable Ore Reserves
with an average grade of 0.24% Cu. This led to an NPV10 of US$154.1 million
and an IRR of 50.9% (after tax) based on the Ore Reserves only using US$ 5.30
per pound of Cu and US$ 4,300 per oz of Au.
The Company has also since the year ended appointed a number of consultants
and contractors to further progress the Project:
· Specialised environmental consultancy firm MSTECK SpA, together with
a team led by Ms. María Carolina Parodi Dávila, have been engaged to conduct
a comprehensive bio-accessibility and human health risk assessment study.
· An energy & infrastructure consultant has been appointed to
review, optimise and delineate power requirements and access for the Project's
mining and processing operations as set out in the Project's existing DFS.
· Appointment of BIOS Mining & Infrastructure ("BIOSMI") to review
and optimise the mineral processing plant flow sheet and assist in securing
ancillary permits.
· BIOSMI will also assist the Company in the application process and in
the securing of the ancillary permits needed to advance Playa Verde towards a
position where a final investment decision ("FID") can be made.
The Company has also commenced the studies required to finalise the maritime
concession application in order to secure the access rights and unlock the
upside of the potential resource contained within the footprint of the
existing mining licenses it has, but which extend seaward out in to the bay
where an approximate 100 Mt of additional material lies.
Outlook
Halo enters the new financial year with a flagship asset, a strong balance
sheet, and a clear path to production. Our focus is to optimise the DFS,
secure ancillary permits, and reach FID. We believe tailings projects offer
lower geological and operational risk and can be achieved with lower capital
intensity than primary mines, while still providing exposure to US
dollar-denominated cash flows.
The Board remains committed to strong governance and creating long-term
shareholder value. I thank our shareholders for their support and look forward
to updating you as we advance.
Andrew Dennan
CEO
1 June 2026
Consolidated Statement of Financial Position
£ '000 Note As at As at
31 December 24
31 December 25
( ) ( ) ( ) ( )
Non-current intangible assets
Other intangible assets 95 -
Exploration & evaluation assets 8 3,691 -
Total non-current assets 3,786 -
Current assets
Trade and other receivables 130 12
Cash and cash equivalents 356 14
Total current assets 486 26
Total assets 4,272 26
Current liabilities
Loans 14 - 190
Trade and other payables 9 817 503
Total current liabilities 817 693
Non-current liabilities
Loans 14 - 500
Deferred consideration payable 10 3,751 -
Total non-current 3,751 500
Total liabilities 4,568 1,193
Shareholders' equity
Ordinary share capital 12 275 214
Share premium account 12 37,589 35,276
Other reserves 3,016 3,016
Share based payment reserve 400 -
Foreign exchange reserve (252) -
Accumulated losses (41,324) (39,673)
Total equity (296) (1,167)
Total equity & liabilities 4,272 26
Registration Number: 06370792
The financial statements together with the notes to the financial statements
were approved by the Board of directors and authorised for issue on 1 June
2026. They were signed on its behalf by:
Frank Jackson
Director
Consolidated Statement of Comprehensive Income
£ '000 Note Year ended Year ended
31 December 25
31 December 24
Project costs (26) -
Administrative expenses 4 (1,241) -
Administrative credit* 4 - 152
Operating (loss)/profit (1,267) 152
Foreign exchange 385 -
Finance costs 6 (768) (641)
Loss before tax (1,651) (489)
Taxation 7 - -
Loss after tax (1,651) (489)
Other Comprehensive Income
Foreign exchange on translation of overseas subsidiaries (252) -
Total comprehensive loss for the year (1,903) (489)
Loss per share (£) 3 (0.05) (0.05)
*Administrative expenses in the comparative period represent a net credit due
to the inclusion of £614,000 of write-backs of Directors' fee accruals
incurred in prior periods (see note 4 for further details).
Consolidated Statement of Changes in Equity
£'000 Ordinary Share Capital Share Premium Account C4 Loan reserve Warrant and Other Reserves Share based payment reserve Foreign exchange reserve Accumulated Losses Total Equity
Balance, 1 January 2024 195 32,584 3,431 (41,281) (3,389)
1,682 - -
Loss for the period - - - - - - (489) (489)
Comprehensive loss - - - - - - (489) (489)
Issue of Ordinary Shares 1 210 - - - - - 211
Expiry of options/warrants - - - (415) - - 415 -
Conversion of Convertible Loan Note 18 2,482 (1,682) - - - 1,682 2,500
Transactions with owners 19 2,692 (1,682) (415) - - 2,097 2,711
Balance, 31 December 2024 214 35,276 - 3,016 - - (39,673) (1,167)
Loss for the period - - - - - - (1,651) (1,651)
Foreign exchange on translation of overseas subsidiaries - - - - - (252) - (252)
Comprehensive loss - - - - - (252) (1,651) (1,903)
Issue of Ordinary Shares 10 913 - - - - 923
Issue of options - - - - 400 - - 400
Conversion of Convertible Loan Note 51 1,400 - - - - - 1,451
Transactions with owners 61 2,313 - - 400 - - 2,774
Balance, 31 December 2025 275 37,589 - 3,016 400 (252) (41,324) (296)
As at 31 December 2025, the balance for warrants and other reserves comprises
a deferred shares reserve of £3,016,000 which arose following the share
sub-division in November 2019.
Consolidated Statement of Cash Flows
£ '000 Note Year ended Year ended
31 December 2025
31 December 2024
Cash flows from operating activities
Cash used in operations 11 (682) (238)
Net cash used in operating activities (682) (238)
Cashflows from investing activities
Payments made for exploration & evaluation assets (275) -
Cash acquired on acquisition of subsidiaries 26 -
Net cashflows used in investing activities (249) -
Cash flows from financing activities
Issue of Ordinary Shares 898 -
Proceeds from drawdown of loans 375 250
Net cashflows from financing activities 1,273 250
Net increase in cash and cash equivalents 342 12
Cash and cash equivalents at the start of the period 14 2
Cash and cash equivalents at the end of the period 356 14
Major non-cash transactions in the year represent conversion of loans into
ordinary shares, see note 14 for further details.
Notes to the Group Financial Statements
1. General
Corporate Information
The Company is a company incorporated in England and Wales on 13 September
2007 and has registered address of 85 Great Portland Street, London, W1W 7LT
and registration number 06370792. The Company is domiciled in the UK for tax
purposes.
At the reporting date, the Company held a 100% interest in the following
subsidiary companies;
Entity Jurisdiction Registered office Holding Nature of business
Guardian Africa Limited UK C/O Orana Corporate LLP, 25 Eccleston Place, London, United Kingdom, SW1W 9NF 100% Dormant
Guardian West Africa Limited UK C/O Orana Corporate LLP, 25 Eccleston Place, London, United Kingdom, SW1W 9NF 100% Dormant
Guardian Mining Limited UK C/O Orana Corporate LLP, 25 Eccleston Place, London, United Kingdom, SW1W 9NF 100% Dormant
Copper Bay Limited UK C/O Orana Corporate LLP, 25 Eccleston Place, London, United Kingdom, SW1W 9NF 100% Intermediate holding company
Copper Bay (UK) limited UK C/O Orana Corporate LLP, 25 Eccleston Place, London, United Kingdom, SW1W 9NF 100% indirect Intermediate holding company
Copper Bay Chile Chile Ebro 2740, Oficina 603, Las Condes, Santiago, Chile 100% indirect Chilean holding company
Playa Verde Chile Ebro 2740, Oficina 603, Las Condes, Santiago, Chile 100% indirect Chilean operating company
Copper Bay Limited is entitled to exemption from audit under section 479A of
the Companies Act 2006. The members have not required the company to obtain
an audit of its accounts for the year in question in accordance with section
476. The directors acknowledge their responsibilities for complying with the
requirements of the Act with respect to accounting records and the preparation
of accounts.
Basis of Preparation
The Group Financial Statements have been prepared in accordance with UK
adopted International Accounting Standards. They are presented in thousand
Pounds Sterling (£'000), unless stated otherwise. The Group Financial
Statements have been prepared on the historical cost basis, except for certain
financial instruments, which are carried as described in the respective
sections in the policies below.
The principal accounting policies adopted are set out below.
Basis of Consolidation
The Group Financial Statements incorporate the financial information of the
Company and entities controlled by the Company, its subsidiaries, made up to
31 December each year.
Subsidiaries
Subsidiaries are entities over which the Group has the power to govern the
financial and operating policies so as to obtain economic benefits from their
activities. Subsidiaries are consolidated from the date on which control is
obtained, the acquisition date. They are deconsolidated from the date on which
control ceases.
The acquisition method of accounting is used to account for the acquisition of
subsidiaries by the Group if the acquisition qualifies as a business
combination under IFRS 3. Where such an acquisition does not qualify as a
business combination, the transaction is accounted for as an asset
acquisition. The cost of an acquisition, whether treated as a business
combination or asset acquisition, is measured as the fair value of the assets
given, equity instruments issued, contingent consideration and liabilities
incurred or assumed at the date of exchange. Costs, directly attributable to
the acquisition, are expensed as incurred. Identifiable assets acquired and
liabilities and contingent liabilities assumed in an acquisition are initially
measured at fair value at the acquisition date. Where the acquisition
comprises an asset acquisition, the fair value of consideration is allocated
to the assets acquired.
Intra-Group transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated on consolidation, except
to the extent that intra-group losses indicate an impairment.
2. Material Accounting Policies
The following accounting policies have been applied consistently throughout
the period.
Going Concern
It is the responsibility of the Directors to prepare the Group Financial
Statements on a going concern basis, unless it is inappropriate to assume that
the Group will continue in business.
The Directors have prepared financial projections for the development of the
Playa Verde Project and the Group's working capital needs for a period of 12
months from the date of this document. As the Group secured investment
subscriptions at the time of its readmission to trading on AIM on 30 March
2026 totalling £4m, the Directors have determined that the Group has
sufficient funding to be assured of meeting its financial obligations over
this period, such that the preparation of the Group Financial Statements on
the going concern basis is considered appropriate.
The Group Financial Statements does not include any adjustments that may arise
in the event that the Group is not a going concern.
Foreign Currencies
Both the functional and presentational currency of the Group is £. Each Group
entity determines its own functional currency and items included in the Group
Financial Statements of each entity are measured using that functional
currency. The majority of the Group's funding and capital raising activities
are denominated in £, and the Directors consider this to be the currency that
primarily influences the Group's financing activities and cash flows.
The functional currency of the foreign subsidiaries is CLP. The Company's
operations in Chile are primarily conducted in CLP and $.
Transactions in currencies, other than the functional currency of the relevant
entity, are initially recorded at the exchange rate, prevailing on the dates
of the transaction. At each reporting date, monetary assets and liabilities,
that are denominated in foreign currencies, are retranslated at the exchange
rate, prevailing at the reporting date. Non-monetary assets and liabilities,
carried at fair value that are denominated in foreign currencies, are
translated at the rates, prevailing at the date, when the fair value was
determined.
On consolidation, the assets and liabilities of the Group's overseas
operations are translated into the Group's presentational currency at exchange
rates, prevailing at the reporting date. Income and expense items are
translated at the average exchange rates for the period, unless exchange rates
have fluctuated significantly during the year, in which case, the exchange
rate at the date of the transaction is used. All exchange differences arising,
if any, are recognised as other comprehensive income and are transferred to
the Group's foreign currency translation reserve.
Exploration Assets and Mineral Tenements
Exploration assets comprise exploration and evaluation costs, incurred on
prospects at an exploratory stage. These costs include the cost of
acquisition, exploration, determination of recoverable reserves, economic
feasibility studies and all technical and administrative overheads, directly
associated with those projects. These costs are carried forward in the
Statement of Financial Position as non-current intangible assets less
provision for identified impairments. Costs associated with an exploration
activity will only be capitalised if, in the Directors' opinion, the results
from that activity can be associated with finding a specific resource.
The Group adopts the "area of interest" method of accounting whereby all
exploration and development costs, relating to an area of interest, are
capitalised and carried forward until either abandoned or an indicator of
impairment is determined. In the event that an area of interest is abandoned,
or if, following determination of an impairment indicator being present, the
Directors consider the expenditure to be of no value, accumulated exploration
costs are written off in the financial year in which the decision is made. All
expenditure, incurred prior to approval of an application, is expensed, with
the exception of refundable rent, which is raised as a receivable.
Upon disposal, the difference between the fair value of consideration
receivable for exploration assets and the relevant cost within non-current
assets is recognised in the Statement of Comprehensive Income.
The Group has a single identified exploration and evaluation asset, being the
Playa Verde copper project in Chile. As the asset remains within the
evaluation stage of development, with no defined commencement and termination
date for production and hence commercial exploitation, it not presently have a
determinable useful economic life. Once the project has been developed to
the point of production commencement, all costs capitalised as exploration and
evaluation assets will be reclassified as tangible assets (mining properties)
and will be amortised on a unit production basis over the useful economic life
of the project.
The Group did not have any contractual commitments to undertake exploration or
evaluation activity at the reporting date or prior year reporting date.
Impairment of Non-Financial Assets
The carrying values of assets, other than those to which IAS 36 "Impairment of
Assets" does not apply, are reviewed at the end of each reporting period for
impairment, when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with
their recoverable amounts. The recoverable amount of the assets is the higher
of the assets' fair value less costs to sell and their value-in-use, which is
measured by reference to discounted future cash flow.
An impairment loss is recognised immediately in the Statement of Comprehensive
Income.
When there is a change in the estimates, used to determine the recoverable
amount, a subsequent increase in the recoverable amount of an asset is treated
as a reversal of the previous impairment loss and is recognised to the extent
of the carrying amount of the asset that would have been determined (net of
amortisation and depreciation) had no impairment loss been recognised. The
reversal is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case, the reversal of the impairment
loss is treated as a revaluation increase.
Financial instruments
Financial assets
Financial assets are recognised when the Group becomes a party to the
contractual provisions of a financial instrument. Financial assets and
financial liabilities are offset if there is a legally enforceable right to
set off the recognised amounts and interests and it is intended to settle on a
net basis. Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method and are subject to
impairment. Gains and losses are recognised in profit or loss when the asset
is derecognised, modified or impaired.
Financial liabilities and equity
Financial instruments issued by the Group are treated as equity only to the
extent that they meet the following two conditions, in accordance with IAS 32:
· they include no contractual obligations upon the Group to deliver
cash or other financial assets or to exchange financial assets or financial
liabilities with another party under conditions that are potentially
unfavourable to the Group; and
· where the instrument will or may be settled in the Company's own
equity instruments, it is either a non-derivative that includes no obligation
to deliver a variable number of the Company's own equity instruments or is a
derivative that will be settled by the Group exchanging a fixed amount of cash
or other financial assets for a fixed number of the Company's own equity
instruments. To the extent that this definition is not met, the financial
instrument is classified as a financial liability.
As such, financial liabilities and equity instruments are classified according
to the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest of the assets of
the Group after deducting all of its liabilities.
Borrowings
Borrowings are recognised initially at the fair value of the proceeds received
which is determined using a discount rate which reflects the cost of borrowing
to the Company. In subsequent periods borrowings are recognised at amortised
costs, using an effective interest rate method. Any difference between the
fair value of the proceeds costs and the redemption amount is recognised as a
finance cost over the period of the borrowings.
The fair value of the liability portion of a convertible bond is determined
using a market interest rate for an equivalent non-convertible bond. This
amount is recorded as a liability on an amortised cost basis until
extinguished on conversion or maturity of the bonds. The remainder of the
proceeds is allocated to the conversion option. This is recognised and
included in shareholder's equity, net of income tax effects.
Trade and other payables
Trade and other payables are initially recognised at fair value and are
subsequently measured at amortised cost.
Trade payables represent liabilities for goods and services provided to the
Group prior to the end of the reporting period which are unpaid. Trade and
other payables are classified as current liabilities where payment is due
within one year or less (or in the normal operating cycle of the business). If
not, they are presented as non-current liabilities.
Trade and other payables are derecognised when the obligation specified in the
contract is discharged, cancelled or expires.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds
received, net of direct issue costs.
Equity
Equity-settled share-based payments are credited to a warrants and other
reserve as a component of equity until related options or warrants are
exercised or lapse.
The warrant and other reserve include share warrants issued to Shareholders in
connection with share capital issues that are measured at fair value at the
date of issue and treated as a separate component of equity, as well as a
deferred shares reserve which arose following the share sub-division in
November 2019.
The C4 Loan reserve included the transfer and refinancing of the loan amount
with C4, which was released into retained earnings in the prior year ended 31
December 2024, on full conversion of the loan into equity.
Share-based transactions
From time to time, the Group may pay for goods or services through the issue
of new Ordinary Shares. The cost of such equity-settled transactions is
recognised in the Statement of Comprehensive Income, together with a
corresponding increase in equity, in the period during which the goods or
services are received. The value of such share-based payments is measured by
reference to the fair value of the goods or services received or the market
value of the shares issued, whichever value is more readily determinable.
Warrants
From time to time, the Company may issue warrants to suppliers as partial
payment for goods or services or to investors or advisers in relation to the
raising of new equity finance. When warrants are issued as partial payment for
goods or services related to operations, the fair value of those warrants is
recognised as a cost in the Statement of Comprehensive Income. When warrants
are issued in relation to the raising of new equity finance, the fair value of
those warrants is set off against share premium. Warrants issued but not
exercised are held in a warrant reserve within equity.
Share-based payments
The Group operates equity-settled share-based compensation arrangements under
which options are granted to employees and other eligible participants.
The fair value of options granted is determined at the grant date and
recognised as an employee benefit expense, with a corresponding increase in
the share-based payment reserve within equity, over the vesting period during
which the employees become unconditionally entitled to the awards.
The total amount recognised as an expense is based on the fair value of the
options granted, excluding the impact of non-market vesting conditions.
Non-market vesting conditions are included in assumptions regarding the number
of options expected to vest. At each reporting date, the Group revises its
estimates of the number of options expected to vest and recognises the impact
of any revision in the consolidated statement of profit or loss, with a
corresponding adjustment to equity.
Critical accounting judgements and estimates in applying the Company's
accounting policies
The preparation of the Group Financial Statements in conformity with IFRS
requires the Directors to make judgements and estimates that affect the
reported amounts of assets and liabilities at the reporting date and the
reported amounts of expenses during the reporting period. Actual results could
differ from those estimates. In the process of applying the Company's
accounting policies, the Directors have made the following estimates that may
have a significant effect on the amounts recognised in the Group Financial
Statements:
Acquisition of the Copper Bay Group
During the year, the Company acquired a 100% interest in the shares of the
Copper Bay, which comprises predominantly the Playa Verde Project in Chile.
In determining the correct approach for accounting for the Acquisition, the
Directors have had to assess whether the acquisition falls within the scope of
IFRS 3 "Business Combinations", notably whether the Copper Bay Group qualifies
as a "business" as defined within IFRS 3 "Business Combinations". In making
this assessment, the Directors have had to make certain judgements around the
activities within the Copper Bay Group, the extent to which the current
activities represent a process generating "outputs" from "inputs" and whether
the value ascribed to the Copper Bay Group can be determined to be allocated
across a number of areas of the entities or whether this value is concentrated
into a single asset.
Following this assessment, the Directors have determined that the Copper Bay
Group does not qualify as a business under IFRS 3 "Business Combinations" as
there is minimal "process" or "outputs" given the Playa Verde Project has been
held on a care and maintenance basis for a number of years, and given the
effective complete concentration of the value ascribed to the Copper Bay Group
to the single asset, being the licence to extract and exploit the Playa Verde
Project. Consequently, the Acquisition has been treated as an asset
acquisition and not a business combination under IFRS 3 "Business
Combinations".
See note 18 for further details.
Determination of Discount Rates
The measurement of deferred consideration recognised within non-current
liabilities requires management to exercise judgement in determining the
appropriate discount rate used to calculate the present value of future
payments. The discount rate is based on current market assessments of the time
value of money and risks specific to the liability, taking into account
factors such as prevailing interest rates, the Group's incremental borrowing
rate, the expected timing of settlement and the credit risk associated with
the obligation. Given the absence of directly observable market rates for
liabilities with similar characteristics, the selection of the discount rate
involves significant judgement. Changes in the assumptions used could result
in a material change to the carrying value of the liability and the related
finance expense recognised in the Group's financial statements.
Deferred consideration
In determining the fair value of deferred consideration liabilities,
management is required to exercise judgement in assessing the expected timing
of future cash outflows. The timing of settlement may be subject to
uncertainty and management estimates. As the present value of the deferred
consideration is sensitive to the expected payment dates, changes in
management's assessment of the timing of settlement could result in a material
change to the carrying value of the liability. Management has considered all
available information at the reporting date in estimating the expected timing
of future payments and believes that the assumptions applied are reasonable
and supportable.
Recoverability of Carrying Value of Exploration and Evaluation Assets
The carrying amount of exploration & evaluation assets is tested for
impairment annually and this process is considered to be key judgement along
with determining whenever events or changes in circumstances indicate that the
carrying amounts for those assets may not be recoverable.
Exploration assets comprise exploration and evaluation costs, incurred on
prospects at an exploratory stage. These costs include the cost of acquisition
of rights to explore, determination of recoverable reserves, economic
feasibility studies and all technical and administrative overheads, directly
associated with those projects. These costs are carried forward in the
Statement of Financial Position as non-current intangible assets less
provision for identified impairments. The most significant assumption for the
Group is that exploration and evaluation work undertaken to develop the Playa
Verde Project will ultimately lead to successful recovery of these costs
through production or sale. The Directors believe that these costs are fully
recoverable, based on information available as at the date of this document.
New Standards and revisions to existing standards issued that are effective at
1 January 2025
Certain new accounting standards and interpretations have been published that
are effective at 1 January 2025:
Effective Date
Amendments to IAS 21 - Lack of currency exchangeability 1 January 2025
IFRS S1 General Requirements for Disclosure of Sustainability-related 1 January 2025
Financial Information
IFRS S2 Climate-related Disclosures 1 January 2025
These amendments had no impact on the financial statements of the Company.
New Standards and revisions to existing standards issued that are not yet
effective
Certain new accounting standards and interpretations have been published that
are not yet effective
Effective Date
Amendments to the Classification and Measurement of Financial Instruments 1 January 2026
(IFRS 7 & 9)
IFRS 18 - Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures 1 January 2027
The Company is currently assessing the impact of the amendments to determine
the impact they will have on the Company's accounting policy disclosures.
3. Earnings per share
The basic earnings/(loss) per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Parent by the weighted
average number of shares in issue. Diluted earnings/(loss) per share is
derived by dividing the loss for the year attributable to ordinary
shareholders of the Parent by the weighted average number of shares in issue
plus the weighted average number of ordinary shares that would be issued on
conversion of all dilutive potential ordinary shares into ordinary shares.
£ '000 Year ended Year ended
31 December 25
31 December 24
Loss attributable to equity holders of the Parent company (£'000) (1,651) (489)
Weighted average number of ordinary shares in issue of £0.001 * 34,877,274 10,049,180
Loss per share (£) (0.05) (0.05)
* The weighted average number of ordinary shares used in the calculation of
earnings per share has been retrospectively adjusted to reflect the
1-for-1,000 share consolidation completed on 7 January 2026, in accordance
with IAS 33 Earnings per Share. As required by IAS 33, the number of shares
used in the EPS calculation for the current and comparative periods has been
presented as if the share consolidation had occurred at the beginning of the
earliest period presented.
As there were no dilutive instruments in issue at the end of the period or
comparative period no diluted earnings per share has been presented.
4. Administration expense
£ '000 Year ended Year ended
31 December 2025
31 December 2024
Employee benefit (expense)/credit* 868 (414)
Accounting 130 6
Audit 37 18
Legal & professional 173 222
Travel 17 -
Other 16 16
Total administrative expense / (credit) 1,241 (152)
*Employee benefit expenses in the comparative period represent a net credit
due to the inclusion of £614,000 of write-backs of prior years Directors' fee
accruals in the prior period.
*Employee benefit expense in the year includes £400,000 of share based
payment charges arising from the recognition of the fair value of options
granted to directors in the year, representing a non-cash expense item.
Employee Benefit expense
£ '000 Year ended Year ended
31 December 2025
31 December 2024
Directors' fees - current year (note 5) 400 200
Directors' fees - write back of prior periods accrued salaries - (614)
Staff costs
68 -
Share based payment - options granted 400 -
Total 868 (414)
Average Year ended Year ended
number
31 December 2025
31 December 2024
Executives/ Directors 3 2
Administration 4 -
Total 7 2
5. Directors' Emoluments
Year ended 2025 Fees Share based payment charges - options Total emoluments expense
£ '000
Frank Jackson 171 178 349
Andrew Dennan 171 178 349
Eric Pegot-Ogier 58 44 102
Total 400 400 800
Year ended 2024 Fees Share based payment charges - options Total emoluments expense
£ '000
Frank Jackson 100 - 100
Andrew Dennan 100 - 100
Eric Pegot-Ogier - - -
Total 200 - 200
Amounts paid to the Directors in the current year totalled £30,000 (£10,000
per director) (2024: nil). The remainder of Directors' fees in the current
and comparative year have been accrued. The Directors took 66% of their fees
for the year ended 2025 in new shares of the Company at the point of
readmission to AIM on 30 March 2026, at the IPO price of 18 pence per new
share and such shares are subject to a 12 month lock-up post IPO.
During the year retirement benefits were accruing to no Directors (2024: nil)
in respect of defined contribution pension schemes.
Share based payment charges arising in the current year result from the
recognition of the fair value of options granted to directors in the year,
representing a non-cash expense item.
There were no other transactions with key management personnel in the year
ended 31 December 2025 (2024: £nil).
6. Finance Costs
£ '000 Year ended Year ended
31 December 2025
31 December 2024
Interest expense 385 638
Fair value change on deferred consideration liability 377
Other finance costs 6 3
Total finance costs 768 641
In January 2024, the Group entered into a £750,000 convertible loan facility
with MDB Partners SA, with £250,000 of the loan having been drawn down in the
year. The loan attracts a 100% coupon on principal drawn down, matures 24
months following draw down of the facility and is convertible into Ordinary
Shares at a price being the lower of 0.0025624 pence per Ordinary Share and
the price at which the Company issues new Ordinary Shares to third parties to
raise additional funding during the term of the loan, at the election of the
noteholder.
In the year ended 31 December 2025, further amounts were drawn on the
convertible loan facility with a number of investors, totalling £375,000 and
resulting in a further £375,000 in interest charges due to the 100% coupon on
the facility.
On 31 March 2025, the Group incurred a deferred consideration payable
liability associated with its acquisition of the Copper Bay Group (see note 18
for details). The face value of the liability of $7.5m was present valued on
initial recognition based on the Directors' expectations of when this
liability will come due for settlement, resulting in an initial recognition
fair value of £3.55m. During the nine months from initial recognition to
the reporting date, this discount has been unwound by nine months, resulting
in a fair value charge of £377,000 in the current year.
7. Taxation
£ '000 Year ended Year ended
31 December 2025
31 December 2024
Blended rate (UK/Chile) 19.7% 19.0%
Loss for the period (1,651) (489)
Income tax at blended rate (324) (93)
Effect of disallowable expenses 148 -
Transferred to/from losses 177 93
Total tax - -
A deferred tax asset has not been recognised in respect tax losses due to
uncertainty that the potential asset will be recovered. The value of the gross
tax losses at 31 December 2025 was £41.3m (2024: £39.7m)
8. Exploration & evaluation assets
£ '000 As at As at
31 December 2025
31 December 2024
b/f - -
Acquired in the period 3,620 -
Additions 97 -
Foreign exchange (26) -
c/f 3,691 -
The carrying value of exploration and evaluation assets at the year end is
stated at cost, with no impairments of provisions having been recognised since
initial recognition.
9. Trade and Other Payables
£ '000 As at As at
31 December 2025
31 December 2024
Trade payables 56 158
Accruals 760 345
Other Payables 1 -
817 503
10. Non-current Liabilities
Deferred Consideration Liabilities
£ '000 As at As at
31 December 2025
31 December 2024
Initial recognition 3,522 -
Unwinding of discount 377 -
Foreign exchange revaluation adjustment (148) -
c/f 3,751 -
On 31 March 2025, the Group incurred a deferred consideration payable
liability associated with its acquisition of the Copper Bay Group (see note 18
for details). The face value of the liability of $7.5m was present valued on
initial recognition based on the Directors' expectations of when this
liability will come due for settlement, resulting in an initial recognition
fair value of £3.55m. During the three months from initial recognition to
the reporting date, this time discount has been unwound by three months,
resulting in a fair value charge of £377,000 and a gain on revaluation of the
$ value of the liability of £148,000 in the current period.
11. Cash Used in Operations
£ '000 Year ended Year ended
31 December 2025
31 December 2024
Loss before tax (1,651) (489)
Increase/(decrease) in trade and other payables 180 (378)
Increase in receivables (20) (12)
Equity settled transactions 25 -
Share based payments 400 -
Foreign exchange (384) -
Finance costs 768 641
Cash flows used in operating activities (682) (238)
12. Ordinary Share Capital and Share Premium Account
Ord Shares Deferred Shares Share Capital Share Premium
0.0001p each 0.0999p each £ '000 £ '000
As at 1 January 2025 24,594,332,966 189,792,348 214 35,276
Allotments - subscriptions 60,502,529,735 - 61 2,313
As at 31 December 2025 85,096,862,701 189,792,348 275 37,589
During the year, 60,502,529,735 new Ordinary Shares were issued at a prices
ranging from £0.00002808 to £0.00011 per Ordinary Share, giving rise to
£60,501 in additional Ordinary Share capital and £2,312,699 in additional
share premium reserves. During the prior year, 19,236,082,606 new ordinary
shares were issued at a price of £0.00014 per share, giving rise to £19,238
in additional ordinary share capital and £2,691,877 in additional share
premium reserves.
The weighted average number of Ordinary Shares in issue during the period was
34,877,274,253 (2024: 10,049,180,092).
As at 31 December 2025, the there were no warrants relating to the Ordinary
Share capital in issue (2024: nil).
13. Share-based payments
The Group recognised an expense relating to equity-settled share-based payment
transactions of £400k during the year to 31 December 2025 (2024: £nil).
Details of movements in share options during the current and prior period are
as follows:
As at 31-December 25 As at 31-December 24
Number Weighted Number Weighted
of share average of share average
options exercise price options exercise price
pence pence
Outstanding at start of period - - 180,000,000 0.0625
Granted during the period 8,000,000 5.42 - -
Lapsed during the period - - (180,000,000) (0.0625)
Exercised during the period - - - -
Outstanding at period end 8,000,000 5.42 - -
Exercisable at period end - - - -
Options issued in the year:
On 25 August 2025 the Company issued 5,000,000 options over ordinary shares,
exercisable for 10 years from grant at a strike price of £0.025624 per share
(Tranche A) and 3,000,000 options over ordinary shares, exercisable for 10
years from grant at a strike price of £0.1019 per share (Tranche B). Both
tranches of share options vest and become exercisable when the Company has
successfully completed a fundraising and readmission to trading on the AIM
market of the London Stock Exchange.
The below table provides details on the assumptions used in arriving at the
calculation of Fair Value for each of the above tranches of share options
issued in the year and prior year, using the Black Scholes method.
Date of grant Tranche Number of Options Assumed Exercise date Risk free rate (%) Volatility (%) FV
25 August 2025 A 5,000,000 25 August 2035 4.72 60 £454,800
25 August 2025 B 3,000,000 25 August 2035 4.72 60 £224,100
The valuation approach detailed above assumed an expected dividend yield of
nil and assumed the future volatility expectations based on an assessment of
market volatility for analogous entities within similar sectors, stages of
development and risk profiles. Historical volatility for the Company has not
been used as an analogue to expected future volatility due to the Company
having not been listed at the time of the grant of the options, and therefore
the absence of effective historic volatility data.
As the above options vest and become exercisable on the readmission of the
Company to trading on the AIM market of the London Stock Exchange, an event
which took place on 30 March 2026, the fair value of both tranches of options
have been charged to comprehensive income prop rata over the period form grant
on 25 August 2025 to vesting on 30 March 2026, resulting in a total fair value
charge in the current year of £400,000 (2024: nil).
As at 31 December 2025 the weighted average exercise price of the 8m share
options in issue was 5.42 pence (2024: nil) and weighted average remaining
life was 9.65 years (2024: nil).
14. Loans
£ '000 YA Global C4 Loan CLN Total
Balance 1 January 2024 (190) (2,112) - (2,302)
Drawndown - cash - - (250) (250)
Effective interest charge - non-cash - (388) (250) (638)
Converted - non-cash - 2,500 - 2,500
Balance 31 December 2024 (190) - (500) (690)
Drawndown - cash - - (375) (375)
Effective interest charge - non-cash (10) - (375) (385)
Converted - non-cash 200 - 1,250 1,450
Balance 31 December 2025 - - - -
During the prior year, a convertible loan note instrument held by C4 with a
par value of £2,500,000, was converted into ordinary shares during the year
ended 31 December 2024. The notes were converted into 17,712,227,064 new
Ordinary Shares at an effective price of £0.00014 per Ordinary Share.
Settlement of the loan owed to C4 is considered a related party transaction by
virtue of the entities having a common director.
The Group also held a loan with YA Global. On 20 November 2025, the YA
Global loan was fully converted into 1,786,156,922 Ordinary Shares at a
conversion price of 0.0112 pence per Ordinary Share.
On 12 January 2024, the Group entered into an agreement with various investors
to raise up to £750,000 of funding for the purpose of working capital and
Acquisition transaction costs, via the issuance of a convertible loan note
maturing 24 months from the date of issue, bearing a coupon of 100% of
principal payable on maturity and convertible on the earliest of the election
of the noteholder or the execution of an Share Purchase Agreement for the
acquisition of a suitable project as defined in the agreement, with such
conversion resulting in the issuance of Ordinary Shares equating to 50% of the
issued share capital of the Company at such time.
The funding under this agreement has made available to the Group in tranches,
with the first tranche of £250,000 having been drawn on execution of the
agreement in January 2024 and the second tranche of £375,000 having been
drawn down in the year of report.
On 30 October 2025, the entirety of the convertible loan note principal and
coupon of £1.25m was fully converted into 49,782,391,508 Ordinary Shares at a
conversion price of 0.00256 pence per Ordinary Share.
15. Financial Instruments
The Group's principal financial instruments comprise cash, trade and other
receivables, trade and other payables and accruals, which are set out in the
Statement of Financial Position. The carrying values of the Group's financial
instruments approximate their fair values due to the short-term maturity and
normal trade credit terms of these instruments.
Financial instruments issued by the Group are treated as equity only to the
extent they meet the relevant conditions in accordance with IAS 32.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are
credit risk and market risk, consisting of interest rate risk, liquidity risk,
equity price risk and foreign exchange risk.
Credit Risk
Exposure to credit risk, relating to financial assets, arises from the
potential non-performance by counterparties of contract obligations that could
lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such procedures
include the utilisation of systems for the approval, granting and renewal of
credit limits, regular monitoring of exposures against such limits and
monitoring of the financial liability of significant customers and
counterparties), ensuring, to the extent possible, that customers and
counterparties to transactions are of sound creditworthiness. Such monitoring
is used in assessing receivables for impairment.
Risk is also minimised through investing surplus funds in financial
institutions that maintain a high credit rating or in entities that the
Directors have otherwise cleared as being financially sound.
Trade and other receivables, that are neither past due nor impaired, are
considered to be of high credit quality.
There are no amounts of collateral held as security in respect of trade and
other receivables.
The consolidated Group does not have any material credit risk exposure to any
single receivable or group of receivables under financial instruments entered
into by the consolidated Group.
Liquidity Risk
Liquidity risk arises from the possibility that the Group might encounter
difficulty in settling its debts or otherwise meeting its obligations related
to financial liabilities. The Group manages this risk through the following
mechanisms:
· Monitoring any undrawn credit facilities;
· Obtaining funding from a variety of sources; and
· Maintaining a reputable credit profile.
The Directors are confident that adequate resources exist to finance
operations and that controls over expenditures are carefully managed. All
financial liabilities are due to be settled within the next twelve months with
the exception of deferred consideration payable for the acquisition of the
Copper Bay Group, which is to be settled from operational cashflows generated
from the commencement of revenue in the Group's main asset in Chile, and so is
not considered to present a significant liquidity risk (see note 18 for
further details).
Interest Rate Risk
The Company is not exposed to any material interest rate risk because the
Group has no interest bearing debts.
Equity Price Risk
Price risk relates to the risk that the fair value, or future cash flows of a
financial instrument, will fluctuate because of changes in market prices,
largely due to demand and supply factors for commodities, but also include
political, economic, social, technical, environmental and regulatory factors.
Foreign Exchange Risk
The Group's transactions are carried out in a variety of currencies, including
United Stated Dollars, Chilean Peso and United Kingdom Pounds Sterling. To
mitigate the Group's exposure to foreign currency risk, non-Sterling cash
flows are monitored. Fluctuation of +/- 10% in currencies, other than UK
Sterling, would not have a significant impact on the Group's net assets or
annual results.
The Group does not enter forward exchange contracts to mitigate the exposure
to foreign currency risk as amounts paid and received in specific currencies
are expected to largely offset one another.
16. Related party transactions
The C4 loan is considered to be a related party transaction by virtue of the
entities having a common director. Full details of the transaction relating to
this loan are given in Note 14. There were no other related party
transactions in the year beyond key management remuneration and transactions
between wholly owned Group entities.
17. Events subsequent to period end
On 6 January 2026, the Company changed its name from Guardian Metals PLC to
Halo Minerals PLC.
On 7 January 2026, the Company undertook a 1 for 1,000 share consolidation,
with every 1,000 Ordinary Shares of 0.0001 pence each in issue on that date
being replaced with a single Ordinary Share of 0.1 pence each. The share
consolidation has had no impact on the level of share capital or share premium
reserves in issue.
On 30 March 2026 the Company completed its admission to trading on AIM
alongside the allotment of 22,222,223 new ordinary shares to various
institutional investors at a price of 18 pence per share, raising £4m in new
equity funding (before expenses) for application towards the Group's project
development and corporate costs. The Company further issued 1,960,020 new
ordinary shares to various suppliers in settlement of fees and 1,465,640 new
ordinary shares to directors in partial settlement of accrued fees to the date
of readmission, both priced at 18 pence per share. Furthermore, on
readmission the Company issued 9,147,197 warrants over new ordinary shares
with strike prices ranging from 18p to 25p.
18. Acquisition of the Copper Bay Group
On 31 March 2025, the Company acquired a 100% interest in the shares of Copper
Bay, a company incorporated in the UK and itself owning a 100% interest in the
following subsidiaries:
Entity Registered office Holding Nature of business
Copper Bay (UK) C/O Orana Corporate LLP, 25 Eccleston Place, London, United Kingdom, SW1W 9NF 100% Intermediate holding company
Copper Bay Chile Ebro 2740, Oficina 603, Las Condes, Santiago, Chile 100% (99% direct, 1% indirect) Chilean holding company
Playa Verde Ebro 2740, Oficina 603, Las Condes, Santiago, Chile 100% (1% direct, 99% indirect) Chilean operating company
The key asset within the acquired group is the Playa Verde Project in Chile.
Consideration for the Acquisition took the form of a deferred cash payable of
US$7.5m, being payable in two equal tranches of $3.75m on the following two
operation milestones having been met:
1- once an aggregate of 7,500 tonnes of copper has been produced from
the Project; and
2- once an aggregate of 15,000 tonnes of copper has been produced from
the Project;
The Directors have produced operational projections for the development and
operation of the Playa Verde Project and have formed the assessment that these
two milestones will be met in May 2028 and May 2029, respectively.
Consequently, the recognition of this deferred consideration payable has been
discounted at the point of acquisition, at a discount rate of 15%, to arrive
at a present value of $4.56m (£3.52m) at the date of Acquisition.
Following assessment of the appropriate accounting treatment of the
Acquisition, the Directors have determined that the Copper Bay Group does not
meet the criteria of a business under IFRS 3 "Business Combinations" as it
does not operate a "process" to produce "outputs" from a series of "inputs",
having been effectively dormant on a "care-and-maintenance" footprint for a
number of years. As such, the Acquisition has been determined to fall outside
the scope of IFRS 3 "Business Combinations" and has been accounted for as an
asset acquisition for consolidation.
The Acquisition date values of the assets acquired, liabilities assumed and
consideration value transferred were as follows:
£ '000 As at
31 March 2025
Mining properties 64
Exploration & evaluation assets 3,620
Trade & other receivables 2
Cash 26
Trade & other payables (13)
Net assets acquired 3,699
Consideration paid and transaction costs 3,699
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. END FR FLFSRRRIVIIR
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